8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 14, 2006

LODGENET ENTERTAINMENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	0-22334	46-0371161
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3900 West Innovation Street, Sioux Falls, SD		57107
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (605) 988-1000

n/a

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release

Press Release

PowerPoint Slides

Item 1.01. Entry into a Material Definitive Agreement.

     On November 14, 2006, LodgeNet Entertainment Corporation (the “Company”) entered into an Asset Purchase Agreement (“Purchase Agreement”) to acquire the operating assets, including technology and intellectual property, and assume certain trade payables of StayOnline, Inc. (“StayOnline”). The purchase price of the acquisition is $15,000,000, subject to adjustments. The Company and StayOnline have made customary representations, warranties and covenants in the Purchase Agreement. The completion of the Purchase Agreement is subject to the satisfaction of customary conditions. The Company expects the closing on the acquisition to occur in the first quarter of 2007.

     The press release issued by the Company relating to the Purchase Agreement is furnished as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

     The Company made a presentation today at the Bear Stearns SMid-Cap Investor Conference regarding its operations and business. The PowerPoint slide presentation used during the Company's presentation at the Bear Stearns SMid-Cap Investor Conference regarding its operations and business is furnished as Exhibit 99.3 and the press release regarding the Company's presentation at the conference is furnished as Exhibit 99.2.

     The information in Exhibits 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

99.1	Press Release regarding Material Definitive Agreement (furnished)
99.2	Press Release regarding Presentation at Bear Stearns SMid-Cap Investor Conference (furnished)
99.3	PowerPoint Slides regarding Presentation at Bear Stearns SMid-Cap Investor Conference (furnished)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2006	By	/s/ James G. Naro
		James G. Naro
	Its	Senior Vice President, General Counsel,
		Secretary and Chief Compliance Office

EX-99.1

Exhibit 99.1

Ann Parker, Director	Mike Smargiassi
Investor Relations	Brainerd Communicators
605-988-1000	212-986-6667
ann.parker@lodgenet.com	smarg@braincomm.com

LODGENET EXPANDS INTERNET ACCESS NETWORK AND SOLUTIONS WITH
AGREEMENT TO ACQUIRE STAYONLINE

Adds Industry Leading Solutions to Guest Connectivity Offerings
Deal Increases LodgeNet’s HSIA Network by 140,000 Rooms

     SIOUX FALLS, SD, November 15, 2006 – LodgeNet Entertainment Corporation (NASDAQ:LNET), the world leader in bringing interactive television and broadband solutions to hotels throughout the United States and Canada, announced today that that it has entered into an agreement to acquire substantially all of the assets of StayOnline, Inc. for $15.0 million in cash. StayOnline, based in Atlanta, Georgia, is a leading provider of high-speed Internet access solutions focused on the lodging industry. Upon completion of the transaction, which is subject to certain closing requirements that are expected to be completed in the first quarter of 2007, LodgeNet will provide Internet access services to more than 175,000 hotel rooms nationwide, increasing its current base five fold.

     “This transaction is a significant step forward in the execution of our strategy to expand our networks and integrate a broader array of solutions for our customers,” said Scott C. Petersen, LodgeNet President and CEO. “Travelers want the same level and quality of Internet access they have at work and at home; and as a result, we believe hotels will increasingly want to get that guest-critical service from a financially secure company they know and trust.”

     “StayOnline has a solid reputation in the market for quality solutions and service,” continued Petersen. “They are a preferred or approved provider for such major organizations as Marriott, Hilton, Starwood, Omni, Intercontinental, and Historic Hotels of America. We believe this transaction leverages the focus both of our organizations have on quality, combining StayOnline’s engineering, installation, and 24x7 customer help desk operations with our nationwide technical service organization. This combination makes us the industry’s only end-to-end, employee-based Internet solutions offering. We believe hotels will find this a unique and compelling value proposition for this critical guest connectivity service. It also presents some very interesting opportunities to integrate applications between the interactive television and IP-network platforms.”

     “We are very pleased to be joining forces with the LodgeNet organization,” said Antonio DiMilia, President and CEO of StayOnline, Inc. “We have built a business committed to customer service and satisfaction and believe this transaction takes our vision to the next level. Adding LodgeNet’s employee-based nationwide technical service organization to our HSIA offering creates a solid value proposition. The StayOnline management team and I look forward to aggressively growing this element of LodgeNet’s business throughout and beyond LodgeNet’s existing base of one million interactive television rooms.”

     “With this acquisition, LodgeNet continues to serve our lodging customers and their guests by giving them not only the most services, but also the best services,” continued Petersen. “We are committed to expanding our networks and integrating new solutions for the future. As the industry’s leader and innovator, we remain focused on implementing our strategic plan and will continue to seek opportunities to grow our business.”

About StayOnline, Inc.

     Headquartered in Atlanta, Georgia, StayOnline, Inc. (www.stayonline.net), is a leading provider of high-speed Internet solutions to the hospitality and lodging industry. StayOnline, Inc. is an innovator in the industry and the first provider to focus on fully wireless solutions. StayOnline has designed and cultivated a wireless high-speed Internet solution that is not only cost-effective, but also serves as a paramount form of Internet security for guest and conference connections. StayOnline offers the most reliable solution in the industry with an extremely high guest connection success rate. The Company also offers clients services and applications such as customer reporting systems, bandwidth shaping, conference room services, voice over IP telephony solutions, and cellular/ Wi-Fi converged applications. StayOnline has relationships with some of the industry’s foremost hospitality management companies and holds the distinction of preferred or approved provider status with Marriott, Hilton, Omni, InterContinental Hotels Group, Starwood, and Historic Hotels of America. Daniels & Associates, a Denver-based telecommunications, cable, media and technology, mergers and acquisition specialists firm, represented StayOnline in the transaction.

About LodgeNet

     LodgeNet Entertainment Corporation (www.lodgenet.com) is the world leader in interactive TV and broadband solutions to hotels throughout the United States and Canada as well as select international markets. These services include on-demand movies, on-demand games, music and music videos, subscription sports programming, and television on-demand programming, as well as high-speed Internet access; all designed to serve the needs of the lodging industry and the traveling public. LodgeNet provides service to more than one million interactive hotel rooms and serves more than 6,000 hotel properties worldwide. LodgeNet estimates that during 2005, approximately 300 million domestic and international travelers had access to LodgeNet’s interactive television systems. In addition, LodgeNet is a leading innovator in the delivery of on-demand patient education, information, and entertainment to healthcare facilities. LodgeNet is listed on NASDAQ and trades under the symbol LNET.

Forward-looking statement

     Certain statements in this press release constitute “forward-looking statements”. When used in this press release, the words “intends,” “expects,” “anticipates,” “estimates,” “believes,” “goal,” “no assurance” and similar expressions, and statements which are made in the future tense or refer to future events or developments, are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. In addition to the risks and uncertainties discussed herein, such factors include, among others, the following: the effects of economic conditions, including in particular the economic condition of the lodging industry, which can be particularly affected by international crisis, acts or threats of terrorism and public health issues; competition from providers of similar services and from alternative systems for accessing in-room entertainment; changes in demand for our products and services; programming costs, availability, timeliness, and quality; technological developments by competitors; developmental costs, difficulties, and delays; relationships with clients and property owners; the availability of capital to finance growth; the impact of government regulations; potential effects of litigation; risks of expansion into new markets; risks related to the security of our data systems; and other factors detailed, from time to time, in our filings with the Securities and Exchange Commission. With respect to any proposed acquisition, we are subject to risks that integration costs will exceed expectations, that synergies we anticipate will not be realized, or will take longer than anticipated to realize, that our management and management systems will encounter difficulties in dealing with a bigger, more diversified enterprise, and that the financial results we expect from the acquisition will not be realized. These forward-looking statements speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

     LodgeNet is a registered trademark of LodgeNet Entertainment Corporation. All rights reserved. Other names and brands may be claimed as the property of others.

EX-99.2

Exhibit 99.2

Ann Parker, Director	Mike Smargiassi
Investor Relations	Brainerd Communicators
605-988-1000	212-986-6667
ann.parker@lodgenet.com	smarg@braincomm.com

LODGENET TO PRESENT AT THE BEAR STEARNS SMIDCAP INVESTOR CONFERENCE

Company To Discuss Pending Acquisition and Reaffirm Financial Guidance

     New York, NY, November 15, 2006 – LodgeNet Entertainment Corporation (NASDAQ: LNET), the world leader in interactive TV and broadband solutions to hotels, will discuss its pending acquisition of high-speed Internet access provider StayOnline, Inc. which is expected to close in the first quarter of 2007, and reaffirm its full year 2006 financial guidance today during a presentation at the Bear Stearns SMid-Cap Investor Conference at The Bear Stearns World Headquarters in New York.

     LodgeNet management is scheduled to present today, Wednesday, November 15^th at 2:30 pm Eastern Standard Time. A live webcast of the presentation and a copy of the slides will be available on the investor section of the Company’s website, located at www.lodgenet.com and will be archived for 30 days.

     With regard to financial results for the full year 2006, LodgeNet continues to expect revenue in a range of $287.0 million to $290.0 million and operating income from $25.5 million to $27.5 million. Adjusted Operating Cash Flow is expected to be in a range from $93.0 million to $95.0 million. Net income is expected to be $0.5 million to $2.5 million or income per share of $0.02 to $0.13.

     About LodgeNet LodgeNet Entertainment Corporation (www.lodgenet.com) is the world leader in interactive TV and broadband solutions to hotels throughout the United States and Canada as well as select international markets. These services include on-demand movies, on-demand games, music and music videos, subscription sports programming, and television on-demand programming, as well as high-speed Internet access, all designed to serve the needs of the lodging industry and the traveling public. LodgeNet provides service to more than one million interactive hotel rooms and serves more than 6,000 hotel properties worldwide. LodgeNet estimates that during 2005 approximately 300 million domestic and international travelers had access to LodgeNet’s interactive television systems. In addition, LodgeNet is a leading innovator in the delivery of on-demand patient education, information, and entertainment to healthcare facilities. LodgeNet is listed on NASDAQ and trades under the symbol LNET.

Special Note Regarding Forward-Looking Statement

     Certain statements in this press release constitute “forward-looking statements”. When used in this press release, the words “intends,” “expects,” “anticipates,” “estimates,” “believes,” “goal,” “no assurance” and similar expressions, and statements which are made in the future tense or refer to future events or developments, are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition to the risks and uncertainties discussed herein, such factors include, among others, the following: the effects of economic conditions, including in particular the economic condition of the lodging industry, which can be particularly affected by international crisis, acts or threats of terrorism, and public health issues; competition from providers of similar services and from alternative systems for accessing in-room entertainment; changes in demand for our products and services; programming costs, availability, timeliness, and quality; technological developments by competitors; developmental costs, difficulties, and delays; relationships with clients and property owners; the availability of capital to finance growth; the impact of government regulations; potential effects of litigation; risks of expansion into new markets; risks related to the security of our data systems, and other factors detailed, from time to time, in our filings with the Securities and Exchange Commission. With respect to any proposed acquisition, we are subject to risks that integration costs will exceed expectations, that synergies we anticipate will not be realized, or will take longer than anticipated to realize, that our management and management systems will encounter difficulties in dealing with a bigger, more diversified enterprise, and that the financial results we expect from the acquisition will not be realized. These forward-looking statements speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.

# # #

EX-99.3

     Exhibit 99.3

Certain statements in this presentation constitute "forward-looking statements". When used in this presentation, the words "intends," "expects," "anticipates," "estimates," "believes," "goal," "no assurance" and similar expressions, and statements which are made in the future tense or refer to future events or developments, are intended to identify such forward-looking statements. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition to the risks and uncertainties discussed herein, such factors include, among others, the following: the effects of economic conditions, including in particular the economic condition of the lodging industry, including the effects of international crises, acts of terrorism and public health issues, competition, demand for our products and services, programming availability, timeliness and quality, technological developments by competitors, developmental costs, difficulties and delays, relationships with clients and property owners, the availability of capital to finance growth, the impact of government regulations, potential effects of litigation, risks of expansion into new markets, risks related to the security of our data systems, and other factors detailed, from time to time, in our filings with the Securities and Exchange Commission. With respect to any proposed acquisition, we are subject to risks that integration costs will exceed expectations, that synergies we anticipate will not be realized, or will take longer than anticipated to realize, that our management and management systems will encounter difficulties in dealing with a bigger, more diversified enterprise, and that the financial results we expect from the acquisition will not be realized. These forward-looking statements speak only as of the date of this presentation. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

I. Growth Expanding Interactive TV and Broadband Networks Increasing Guestroom Revenue and Gross Profit Diversifying Revenue Sources II. Improved Profitability Focusing on Operating Leverage within Business and Technology III. Cash Flow Generation Managing Capital Investment Activities Business Strategy

Growth Strategy Expanding Networks & Integrating Solutions Expansion into Vertical Niche Markets - Healthcare, Travel Centers, Others Multiple Platforms within Markets - Cable, VOD & Broadband Increasing Array of Solutions - Entertainment, Internet & Technical Service

Leader High-Speed Internet Access Solutions Solid reputation: quality solutions and service Preferred Provider: Marriott, Hilton, Starwood, InterContinental, Omni Rapid Growth: 40% room base growth in 2006 - 140,000 total rooms Resulting Total Rooms: 5x increase to 175,000 - third largest room base Creates Unique Market Offering Only Company with employee-based Call Center and Nationwide Service Only Company with integrated IP/HSIA and Interactive TV offering Only Company with transparent financial stability Fulfills Growing Customer Demand Internet Access #1 Factor Influencing Business Guest Hotel Choice (Jupiter Research) Strategic Acquisition

Attractive Business Opportunity Asset Purchase for $15 Million in Cash - No Debt Assumed - - Closing anticipated in First Quarter 2007; subject to certain conditions - - Operate as division of LodgeNet; Management to stay "Cash Flow Without Capital" Business Model - "System Sale" 2007 Forecast: Revenue - $15 million; AOCF - Neutral Business Opportunities: - - Grow rooms - cross sell into 1.0 million iTV rooms - - Improve margins - better purchasing; more efficient installations - - Operational leverage - field service and corporate operations - - Excellent positioning - Integrated IP Solutions and Applications Strategic Acquisition

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 GP Interactive Rooms 400245 511851 596000 660000 725075 812149 876348 924643 974798 1001929 Total Rooms 516348 613407 703325 755000 806112 887830 952673 994127 1034605 1053806 1997 1999 2000 2001 1998 Driving Expansion of Interactive Room Base Largest Worldwide Hotel Provider - More Than One Million Rooms 2002 2003 2004 2005

Average Contract Length 6.5 Years Annual Revenue $ 321 Annual Cash Flow $ 134 Total Cash Flow Over Life $ 871 Average Capital Investment $ 344 Payback Period 2.6 Years Cash-on-Cash Return 39.8% Q3 '06 TTM Single Room Economics Digital New * Revenue, cash flow and capital based on TTM September '06 actual results

Digital Growth Strategy Positive Impact on Financial Results Average TTM Revenue $26.76 Return On Investment Approx 35%+ Digital in 71% of Room Base - Approaching 100% in 3 Years Revenue Lift With Increase in Digital Rooms Driving More Revenue Through Digital Platform On-Screen Marketing SportsNet "Download TV" Focus on High Potential Segments Best Rooms for New Revenue Initiatives Remove Underperforming Rooms Advertising High-Speed Data Services

Q1 '01 Q2 '01 Q3 '01 Q4 '01 Q1 '02 Q2 '02 Q3 '02 Q4 '02 Q1 '03 Q2 '03 Q3 '03 Q4 '03 Q1 '04 Q2 '04 9 mo '04 Q4 '04 Q1 '05 Q2 '05 9 mo '05 Q4 '05 Q1 '06 Q2 '06 9 mo '06 Revenue 69.6 72.4 73.4 75.1 77.6 79.6 81.7 81.9 4.6 243 247 250 63.8 66.3 201.8 266 65.9 68.1 208.2 275.8 70.2 71.9 218.6 Occupancy 0.675 0.669 0.655 0.645 0.635 0.632 0.631 0.631 0.628 0.622 0.622 0.624 0.625 0.63 0.635 0.639 0.645 Revenue Growth + 6.3% + 3.2% + 5.0% Digital Platform Installed in 71% of Rooms Improved Revenue Per Room Metrics (in millions)

Increases Due To: - Strong Theatrical Titles - Diverse Base of Theatrical Titles - More Popular TV On Demand Programming - Increases in Cable Programming, Offset by TV Internet & Games 1st 9 mo 1st 9 mo 2006 2005 % Change Movie Revenue $ 17.56 $ 17.11 2.6% Other Interactive Services 5.80 5.60 3.6% Total Per Guest Pay Room $ 23.36 $ 22.71 2.9% First 9 Months Revenue Analysis Per room per month

(in millions) Adjusted Operating Cash Flow* Q1 '01 Q2 '01 Q3 '01 Q4 '01 Q1 '02 Q2 '02 Q3 '02 Q4 '02 Q1 '03 Q2 '03 Q3 '03 Q4 '03 Q1 '04 Q2 '04 9 mo '04 Q4 '04 Q1 '05 Q2 '05 9 mo '05 Q4 '05 Q1 '06 Q2 '06 9 mo '06 Operating Income exclusive of Depreciation & Amortization 69.6 72.4 73.4 75.1 77.6 79.6 81.7 81.9 82.1 82.6 23.1 85 21.8 22.8 69.1 90.2 22.1 24 70.9 92.3 23.6 23.7 72.1 0.675 0.669 0.655 0.645 0.635 0.632 0.631 0.631 0.628 0.622 0.622 0.624 0.625 0.63 0.65 0.639 0.645 0.025 0.017 * Adjusted Operating Cash Flow is defined as Operating Income exclusive of depreciation, amortization, share-based compensation and the effects of Hurricane Katrina insurance recoveries and equipment impairment + 6.5% + 2.5% +1.7%

Q1 '01 Q2 '01 Q3 '01 Q4 '01 Q1 '02 Q2 '02 Q3 '02 Q4 '02 Q1 '03 Q2 '03 Q3 '03 Q4 '03 Q1 '04 Q2 '04 9 mo '04 Q4 '04 Q1 '05 Q2 '05 9 mo '05 Q4 '05 Q1 '06 Q2 '06 9 mo '06 Operating Income 69.6 72.4 73.4 75.1 77.6 79.6 81.7 81.9 4.6 4.2 4.7 6.5 2.1 3.2 10.7 13 4 6.1 17.8 22.7 6.1 6.8 21.1 Occupancy 0.675 0.669 0.655 0.645 0.635 0.632 0.631 0.631 0.628 0.622 0.622 0.624 0.625 0.63 0.635 0.639 0.645 Operating Income (in millions) $10.7 $17.8 $ 21.1 Increasing Revenue - Stable Cost Base Reduced Depreciation

Q1 '01 Q2 '01 Q3 '01 Q4 '01 Q1 '02 Q2 '02 Q3 '02 Q4 '02 Q1 '03 Q2 '03 Q3 '03 Q4 '03 Q1 '04 Q2 '04 9 mo '04 Q4 '04 Q1 '05 Q2 '05 9 mo '05 Q2 '06 9 mo '06 2004 2005 2006 Net Loss 69.6 72.4 73.4 75.1 77.6 79.6 81.7 81.9 4.6 -38.4 -38.3 -35.1 -6.2 -5 -14.7 -20.8 -3.6 -1.7 -4.7 0.529 2 -20.781 -7 2.5 Occupancy 0.675 0.669 0.655 0.645 0.635 0.632 0.631 0.631 0.628 0.622 0.622 0.624 0.625 0.63 0.635 0.639 0.645 (in millions) 9 mo '04 9 mo '05 9 mo '06 Net Income (Loss) $(14.7) $(4.7) $ 2.0 Increasing Income from Operations Decreasing Interest Expense

2002 -26.9 2003 -5 2004 6.1 2005 12.8 2006E 23 Cash Flow Generation* $6.3 (in millions) $(5.1) $12.8 $21.0 - $23.0 * Cash Flow from Operating Activities, Net of Investing Activities

Cash Flow Analysis 2006 2005 Q3 '06 Cash from Operations $ 60.1 $ 52.2 $ 72.2 Corp Capital / Minor Extensions (10.3) (9.3) (13.9) Digital Renewal Investment * (10.2) (10.3) (14.0) Pre-Expansion Cash Flow $ 39.6 $ 32.6 $ 44.3 New Room Investment ** (16.1) (19.6) (20.9) Post- Expansion Cash Flow $ 23.5 $ 13.0 $ 23.3 *Digital Upgrade Rooms 41,390 38,917 56,258 **New Digital Rooms 48,164 58,312 61,583 (in millions) TTM 1st 9 Months 9 Mo. Cash from Operations Up 15.1% 9 Mo. Pre-Expansion Cash Flow Up 21.8% 9 Mo. Post-Expansion Cash Flow Up 81.1%

Full Year 2006 Guidance FY' 06 Range Revenue $ 287.0 - $290.0 Operating Income $ 25.5 - $ 27.5 Net Income $ 0.5 - $ 2.5 EPS $ 0.02 - $ 0.13 Adjusted Operating Cash Flow $ 93.0 - $ 95.0 Free Cash Flow* $ 21.0 - $ 23.0 Capital Investment $ 49.0 - $ 50.0 (in millions except per share) * Cash Flow from Operating Activities, Net of Investing Activities (also Referred to as Post Expansion Cash Flow)

(c) Copyright 2006 LodgeNet Entertainment Corporation All rights reserved.

     © Copyright 2006 LodgeNet Entertainment Corporation All rights reserved.

(12 months trailing) (Dollar amounts in thousands) Reconciliation of Adjusted Operating Cash Flow To Operating Income